Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made and entered into as of

____________ between _________, having its place of business at _____________ and
_________________________, having its place of business at
________________________________________.

1. Purpose: The above named entities wish to explore a business opportunity of mutual interest
and in connection with this opportunity wishes to execute this Non Disclosure Agreement
("Agreement").

2. Confidential Information: Confidential information means any information disclosed to by one

party to the other, either directly or indirectly in writing, orally or by inspection of tangible or
intangible objects, including without limitation documents, business plans, source code,
software, documentation, financial analysis, marketing plans, customer names, customer list,
customer data. Confidential Information may also include information disclosed to a party by
third parties at the direction of a Disclosing Party. Confidential Information shall not, however,
include any information which the Receiving party can establish (i) was publicly known and
made generally available in the public domain prior to the time of disclosure; (ii) becomes
publicly known and made generally available after disclosure through no action or inaction of
Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality
restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party's files
and records immediately prior to the time of disclosure. The party disclosing the Confidential
Information shall be referred to as "Disclosing Party" in the Agreement and the party receiving
the Confidential Information shall be referred to as "Receiving Party" in the Agreement.

3. Non-use and Non-disclosure: The Receiving Party agrees not to use any Confidential
Information for any purpose except to evaluate and engage in discussions concerning a
potential business relationship between the parties hereto. Receiving Party agrees not to
disclose any Confidential Information to third parties or to its employees, except to those
employees who are required to have the information in order to evaluate or engage in
discussions concerning the contemplated business relationship. The Receiving Party shall not
reverse engineer, disassemble or decompile any prototypes, software or other tangible objects
which embody the Disclosing Party's Confidential Information and which are provided to the
Receiving Party hereunder.

4. Maintenance of Confidentiality Information: The Receiving Party agrees that it shall take all
reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of
the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least
those measures that Receiving Party takes to protect its own most highly confidential
information and shall have its employees, if any, who have access to Confidential Information
sign a nonuse and non-disclosure agreement in content substantially similar to the provisions
hereof, prior to any disclosure of Confidential Information to such employees. The Receiving
Party shall not make any copies of Confidential Information unless the same are previously
approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing
Party's proprietary rights notices on any such approved copies, in the same manner in which
such notices were set forth in or on the original. The Receiving Party shall immediately notify the
Disclosing Party in the event of any unauthorized use or disclosure of the Confidential
Information.

5. No Obligation: Nothing herein shall obligate either party to proceed with any transaction
between them, and each party reserves the right, in its sole discretion, to terminate the
discussions contemplated by this Agreement concerning the business opportunity.

6. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". NEITHER

PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING
ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

7. Return of Materials: All documents and other tangible objects containing or representing
Confidential Information and all copies thereof which are in the possession of Receiving Party
shall be and remain the property of the Disclosing Party and shall be promptly returned to the
Disclosing Party upon the Disclosing Party's request.

8. No License: Nothing in this Agreement is intended to grant any rights to either party under
any patent, mask work right or copyright of Company, nor shall this Agreement grant Receiving
Party any rights in or to Confidential Information except as expressly set forth herein.

9. Term: This Agreement shall survive for a period of 2 years from the date of disclosure of the
Confidential Information.

10. Remedies: The Receiving Party agrees that any violation or threatened violation of this
Agreement will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to
obtain injunctive relief in addition to all legal remedies.

11. Miscellaneous: This Agreement shall bind and inure to the benefit of the parties hereto and
their successors and assigns. This Agreement shall be governed by the laws of the Vermont,
without reference to conflict of laws principles. This document contains the entire agreement
between the parties with respect to the subject matter hereof. Any failure to enforce any
provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.
This Agreement may not be amended, nor any obligation waived, except by a writing signed by
both parties hereto. Any and all disputes arising under or related to this Agreement shall be
adjudicated exclusively in the state of Massachusetts. The parties have executed this
Nondisclosure Agreement as of the date first above written.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date set forth
as written above.

_________________________________ _________________________

_________________________ company: _________________

date: _________________________ date: ___________________